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Logitech 2014 Invitation, Proxy Statement & Annual Report
2014 Annual General Meeting
Invitation, Proxy Statement and Annual Report

Table of contents

  • Page 1
    Logitech 2014 Invitation, Proxy Statement & Annual Report 2014 Annual General Meeting Invitation, Proxy Statement and Annual Report

  • Page 2

  • Page 3
    ... données comptables, en particulier pour les exercices 2011et 2012. En préalable à la publication du formulaire 10-K, qui doit être finalisé et remis à l'US Securities and Exchange Commission (SEC), et dont dépend la publication du rapport qui vous est destiné, nous avions impérativement...

  • Page 4
    ... un futur proche de modèles innovants pour les nouvelles générations de tablettes Apple et Samsung. La catégorie haut-parleurs mobile a bondi de 161% au cours de l'exercice 2014, grâce à l'UE BOOM Bluetooth speaker, qui a remporté de nombreux prix de design et a continué à tenir toutes ses...

  • Page 5
    ... l'exercice 2014, notre objectif pour les secteurs d'activité LifeSize et télécommandes Harmony était de renouer avec la rentabilité opérationnelle, et nous l'avons atteint. Construire le Logitech de Demain Dans le cadre d'une Vision à long terme, nous voulons faire de Logitech un innovateur...

  • Page 6
    ..., pour votre patience et votre confiance sans faille envers Logitech et sa promesse pour le futur. Nous sommes convaincus que nous bâtissons un avenir de succès pour Logitech. Guerrino De Luca et Bracken P. Darrell Prèsident du Conseil d'administration President et Chief Executive Officer (iv)

  • Page 7
    ...Formular 10-K bei der U.S. Securities and Exchange Commission (SEC) einreichen konnten...2011 und 2012 revidiert werden mussten, weil die Rückstellungen für Lagerbestände für unser nicht mehr weitergeführtes Revue...Veröffentlichung unseres Geschäftsberichts 2014 erreicht Sie dieser Aktionärsbrief...

  • Page 8
    ... auch von unseren Verbrauchern geschätzt werden. Im Bereich PC-Gaming, der im GJ 2014 ein Wachstum von 29 % verzeichnete, war unsere neue Maus für Gamer ein Renner. Die Logitech G602 Wireless Gaming Mouse ist seit ihrer Einführung im August 2013 ein großer Erfolg. Sie bietet nie dagewesene 250...

  • Page 9
    ... und werden mit großer Energie innovative Designs für neue Tablet-Generationen von Apple und Samsung einführen. Bei den mobilen Lautsprechern betrug das Wachstum im Geschäftsjahr 2014 161 %. Der wichtigste Wachstumsmotor in dieser Kategorie war der UE BOOM Bluetooth-Lautsprecher. Er hat mehrere...

  • Page 10
    ... Aktionäre, für Ihre Geduld und Ihr fortwährendes Vertrauen in Logitech. Wir sind überzeugt, für Logitech eine aussichtsreiche Zukunft gestalten zu können. Freundliche Grüsse Guerrino De Luca und Bracken P. Darrell Präsident des Verwaltungsrates President und Chief Executive Officer (viii)

  • Page 11
    ..., but include a few updates on FY 2015 as appropriate. FY 2014 was a strong year for Logitech. It was pivotal in the transformation of our company and put us ahead of our turnaround plan It was our first year of growth since FY 2011, with sales of $2.12 billion, up 1% over FY 2013. We exceeded our...

  • Page 12
    ...products we have designed for these categories and we see consumer validation through improvements in market share. In PC Gaming, which grew 29% in FY 2014, our new gaming mice were highlights. The Logitech G602 Wireless Gaming Mouse has performed well since its introduction in August 2013, offering...

  • Page 13
    ... in product design. We are building our brand and our business with iconic products that stand out in a competitive market for their excellence in using leading-edge technology, innovation and consumer insights. Remaining committed to return cash to our shareholders through dividends and share...

  • Page 14
    ... filings. And we thank you, our shareholders, for your patience and your continuing belief in Logitech and the promise of our future. We believe we are creating a bright future for Logitech. Guerrino De Luca and Bracken P. Darrell Chairman of the Board President and Chief Executive Officer (xii)

  • Page 15
    ... Fragen und antworten betreffend die ordentliche generalversammlung 2014 der Logitech international s.a. („Logitech") 33 traktanden und Erläuterungen 68 corporate Governance and Board of Directors Matters 91 compensation report 128 appendix a: Proposed changes to the articles of incorporation of...

  • Page 16
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  • Page 17
    ...rale ordinaire 2014 de Logitech. L'Assemblée aura lieu le jeudi 18 décembre 2014 à 14h00 au SwissTech Convention Center, à l'EPFL, Lausanne, Suisse. Vous trouverez en annexe une invitation et des informations, qui comprennent un ordre du jour et des indications concernant les points qui seront...

  • Page 18
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  • Page 19
    ... et de la Direction pour leur activité pendant l'exercice 2014 Elections au Conseil d'administration 7.1. Réélection de M. Daniel Borel 7.2. Réélection de M. Matthew Bousquette 7.3. Réélection de M. Kee-Lock Chua 7.4. Réélection de M. Bracken P. Darrell 7.5. Réélection de Mme...

  • Page 20
    QuESTIONS ET REPONSES CONCERNANT L'ASSEmBLEE GENERALE ORdINAIRE 2014 dE LOGITECH INFORmATIONS GENERALES CONCERNANT TOuS LES ACTIONNAIRES Pourquoi ai-je reçu cette "Invitation et document d'Information"? Ce document est destiné à satisfaire à la fois aux règles du droit des sociétés suisses et...

  • Page 21
    ... Invitation et Document d'Information ainsi que notre rapport annuel établi sur la base du formulaire 10-K pour l'exercice 2014 que nous avons déposé auprès de l'U.S. Securities and Exchange Commission sont disponibles sur notre site internet à l'adresse http://ir.logitech.com. Nos actionnaires...

  • Page 22
    ... "Option ...Logitech est informé de cette vente, le vote concernant les actions vendues ne sera pas pris en considération. Toute personne qui achète des actions après la clôture du Registre des Actions le jeudi 11 décembre 2014 ne pourra pas faire...points...points...questions? Si vous avez des questions...

  • Page 23
    ... de services à des banques, des trustees et des sociétés nominees américaines et canadiennes procède à une réconciliation des positions en actions des ayants droit économiques street name américains et canadiens entre le 30 octobre 2014 et le 2 décembre 2014, date que Logitech a identifi...

  • Page 24
    ..., ils peuvent appeler notre groupe investor relations au +1-510-713-4220 ou écrire à Investor Relations, 7600 Gateway Boulevard, Newark, California 94560, USA. Ils peuvent également envoyer un e-mail à notre groupe investor relations à [email protected]. Les actionnaires qui ont plusieurs...

  • Page 25
    ... INFORmATIONS ... partie des points figurant à ...en "street name" aux Etats...carte d'instruction, par internet ou par d'autres ...Logitech sollicitent des procurations personnellement ou par poste, téléphone...liste des instructions de vote qui auront été reçues des actionnaires inscrits avant la date...

  • Page 26
    ...des actions totalisant une valeur nominale d'un million de francs suisses de demander l'inscription d'un point à l'ordre du jour d'une Assemblée générale des actionnaires peut être consultée sur notre site internet à l'adresse http://ir.logitech.com. Vous pouvez aussi contacter le Secrétaire...

  • Page 27
    ... du SIX Swiss Exchange en la matière. Le rapport de rémunération fait partie intégrante de cette Invitation et Document d'Information. Des exemplaires du rapport annuel et de l'Invitation et Document d'Information peuvent être obtenus sur internet à l'adresse http://ir.logitech.com. La...

  • Page 28
    ... les raisons. Comme indiqué dans la section "Compensation Discussion and Analysis" du rapport de rémunération 2014 de Logitech, Logitech a établi un programme de rémunération pour attirer, retenir et motiver les directeurs, cadres et employés ayant les talents qui sont essentiels au succ...

  • Page 29
    ... émises donnant droit au paiement du dividende, à l'exception des actions propres détenues par Logitech International SA au jour précédant la distribution. Le taux de change effectif pour le paiement de dividende en dollars U.S. sera fixé plus près de la date de clôture. ** 13 FRANÇAIS...

  • Page 30
    ... de cette Invitation et Document d'Information. Le texte français de la proposition de modification des statuts, qui fait seul foi sur le plan légal, peut être consulté sur notre site internet à l'adresse http://ir.logitech.com. Explication Le 1er janvier 2014, le droit des sociétés suisse...

  • Page 31
    ...Point 5 Autorisation de détenir plus de 10% d'actions propres Proposition Le Conseil d'administration propose aux actionnaires d'autoriser Logitech...2013 et/ou 2014 et de 2014 et/ou 2015 respectivement. Le 9 août 2013, le programme initial de rachat d'actions de la Société a pris fin, y compris sa...

  • Page 32
    ... de l'Assemblée générale ordinaire de la Société en 2015 et/ou en 2016." Point 6 décharge des membres du Conseil d'administration et de la direction pour leur activité pendant l'exercice 2014 Proposition Le Conseil d'administration propose aux actionnaires de donner décharge aux membres du...

  • Page 33
    ... Conseil supervise les activités de la Direction générale de Logitech, nous vous prions de vous référer à la section "Corporate Governance and Board of Directors Matters" de la version anglaise de cette Invitation et Document d'Information. 7.1 Réélection de m. daniel Borel Proposition: Le...

  • Page 34
    ... des qualifications de M. Chua, veuillez vous référer au point "Corporate Governance and Board of Directors Matters" à la page 69 de la version anglaise de cette Invitation et Document d'Information. 7.4 Réélection de m. Bracken P. darrell Proposition: Le Conseil d'administration propose que le...

  • Page 35
    ... and Advisor to the Chairman & Chief Executive Officer de juillet 2013 Ã janvier 2014, Vice Chairman of Global Buiness Units de mai 2011 Ã juillet 2013, Vice Chairman of Global Household Care Group de juillet 2007 Ã mai 2011, Group President of Global Fabric Care de juillet 2004 Ã juillet 2007...

  • Page 36
    ... biographiques ou s'agissant des qualifications de M. Bousquette, veuillez vous référer au point "Corporate Governance and Board of Directors Matters" de la version anglaise de cette Invitation et Document d'Information à la page 69. 9.2 Election de mme Sally davis Proposition: Le Conseil...

  • Page 37
    ... biographiques ou s'agissant des qualifications Mme Ribar, veuillez vous référer au point "Corporate Governance and Board of Directors Matters" de la version anglaise de cette Invitation et Document d'Information à la page 72. majorité requise pour l'approbation des propositions L'approbation de...

  • Page 38
    ..., chacune pour l'exercice se terminant le 31 mars 2015. Point 11 Election de me Béatrice Ehlers en tant que Représentant indépendant Suite à l'entrée en vigueur de l'ordonnance communément appelée "Ordonnance Minder" le 1er janvier 2014, le droit suisse exige que le représentant indépendant...

  • Page 39
    ... Investor Relations-Seite im Internet unter http://ir.logitech.com zu besuchen. Ob Sie an der Generalversammlung teilnehmen oder nicht, Ihre Stimme ist wichtig. Herzlichen Dank für Ihre anhaltende Unterstützung der Logitech International S.A. Guerrino De Luca Präsident des Verwaltungsrates...

  • Page 40
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  • Page 41
    ... und der Geschäftsleitung für das Geschäftsjahr 2014 Wahlen in den Verwaltungsrat 7.1. Wiederwahl von Herrn Daniel Borel 7.2. Wiederwahl von Herrn Matthew Bousquette 7.3. Wiederwahl von Herrn Kee-Lock Chua 7.4. Wiederwahl von Herrn Bracken P. Darrell 7.5. Wiederwahl von Frau Sally Davis...

  • Page 42
    ...2014 dER LOGITECH INTERNATIONAL S.A. („LOGITECH") ALLGEmEINE INFORmATION AN ALLE AKTIONäRINNEN uNd AKTIONäRE warum erhalte ich diese Einladung und Information... Aktien, die unter einem Nominee eingetragen sind (Street Name wirtschaftlich Berechtigter)? Aktionäre, die keine direkte Eintragung in...

  • Page 43
    ...2014, wie es bei der Securities and Exchange Commission der Vereinigten Staaten von Amerika hinterlegt wurde, können auf der Logitech Investor Relations-Seite im Internet unter http://ir.logitech...ührer Kontakt auf (Logitech International S.A., c/o Devigus Shareholder Services, Birkenstrasse 47, CH...

  • Page 44
    ...Sie bitte Option 1 auf der Antwortkarte, und senden Sie diese bitte anschliessend im beiliegenden Umschlag vor dem Donnerstag, 11. Dezember 2014, an Logitech zurü...nicht gezählt. Wer Aktien nach der Schliessung des Registers am Donnerstag, 11. Dezember 2014 erwirbt, wird frühestens an dem auf die ...

  • Page 45
    ...2014 halten (Street Name Wirtschaftlich Berechtigte), können ihrem Effektenhändler, Trustee oder Nominee Stimminstruktionen erteilen. Zusätzlich hat Logitech..., Trustees oder Nominees können Sie Ihre Instruktionen über das Internet, per Telefon oder per Post erteilen. Folgen Sie hierzu bitte...

  • Page 46
    ...Dezember 2014, 23:59 Uhr (U.S. Eastern Standard Time) ...Investor Relations Group unter +1-510-713-4220 erreichen oder an Investor Relations, 7600 Gateway Boulevard, Newark, California 94560, USA, schreiben. Sie können auch eine E-Mail an unsere I nvestor Relations Group an LogitechIR@logitech...

  • Page 47
    ...die Gesellschaft weiterzugeben. Wenn Sie Ihre Logitech Aktien über eine Bank oder einen... Nominees eingetragen sind (Street Name Wirtschaftlich Berechtigter), und werden an... Stimminstruktionen auf der Antwortkarte oder per Internet oder mittels eines anderen zulässigen ...System einspeisen. 31 DEUTSCH

  • Page 48
    ... die ordentliche Generalversammlung 2014 ist am 4. November 2014 abgelaufen. Überdies ...Logitech am Verwaltungssitz in der Schweiz oder in den Vereinigten Staaten von Amerika zeitgerecht einzureichen. Zusätzlich können Sie, wenn Sie die Bedingungen der Regel 14a-8 des U.S. Securities Exchange...

  • Page 49
    ... der Logitech International S.A. für das Geschäftsjahr 2014 Antrag ...Swiss Exchange Richtlinie über Corporate Governance. Der Entschädigungsbericht ist in dieser Einladung enthalten. Kopien des Geschäftsberichtes und der Einladung mit Informationsmaterial sind im Internet auf http://ir.logitech...

  • Page 50
    ... Geschäftsjahr 2014 offengelegt, genehmigen. Erläuterungen Anlässlich der ordentlichen Generalversammlungen 2009 und 2010 von Logitech beantragte der Verwaltungsrat den Aktionären die Entschädigungsphilosophie, -politik und -praktiken der Logitech, wie sie im Kapitel „Compensation Discussion...

  • Page 51
    Wie im Kapitel „Compensation Discussion and Analysis" des Entschädigungsberichts 2014 erläutert, hat Logitech sein Entschädigungsprogramm derart gestaltet, um eine entscheidende Anzahl leitender Angestellter, Manager und Mitarbeitende für die Gesellschaft zu gewinnen, zu behalten und zu einer ...

  • Page 52
    ...Logitech an der ordentlichen Generalversammlung 2014 verfügen können, ist der Bilanzgewinn der Logitech International S.A., der Holdinggesellschaft von Logitech...Geschäftsjahr 2013 für eine alljährlich wiederkehrende Bruttodividende und nicht bloss für eine gelegentliche Dividende entschieden. ...

  • Page 53
    ... Fassung sein wird, kann auf unserer Webseite unter http://ir.logitech.com eingesehen werden. DEUTSCH Erläuterungen Mit dem Inkrafttreten der ...Aktiengesellschaften, allgemein "Minder Verordnung" genannt, per 1. Januar 2014 wurde das schweizerische Gesellschaftsrecht geändert. Durch die "Minder ...

  • Page 54
    ...diesem Zusammenhang verringern. An den Generalversammlungen 2012 und 2013 haben die Aktionäre die Gesellschaft erm...Kraft bleiben soll. Am 26. September 2014 hielt Logitech ungefähr 5.7 Prozent ihrer Aktien ...Genehmigung ersuchen und bei der SIX Swiss Exchange die Eröffnung einer zweiten Handelslinie...

  • Page 55
    ...Stimmen von Verwaltungsratsmitgliedern und Mitgliedern des Managements von Logitech nicht gezählt werden. Empfehlung...2014. Antrag 7 wahlen in den verwaltungsrat Unser Verwaltungsrat hat gegenwärtig neun Mitglieder. Bis 2012 war jedes Mitglied für drei Jahre gewählt. An der Generalversammlung 2012...

  • Page 56
    ...Corporate Governance und Verwaltungsratsangelegenheiten - Members of the Board of Directors" auf Seite 69 zu entnehmen. 7.4 wiederwahl von Herrn Bracken P. darrell Antrag: Der Verwaltungsrat beantragt die Wiederwahl in den Verwaltungsrat von Herrn Bracken P. Darrell, President und Chief Executive...

  • Page 57
    ...tig. Bei P&G war er Vice Chairman and Advisor to the Chairman & Chief Executive Officer von Juli 2013 bis Januar 2014, Vice Chairman of Global Business Units von Mai 2011 bis Juli 2013, Vice Chairman of Global Household Care Group von Juli 2007 bis Mai 2011, Group President of Global Fabric Care 41

  • Page 58
    ... Eastern Europe, Middle East and Africa von Juli 2001 bis Juli 2004, und President-Greater China von 1999 bis Juli 2001. Herr Panayotopoulos hat innerhalb von P&G verschiedene Geschäftsleitungs-, Führungs- sowie andere Positionen innegehabt, namentlich in den Bereichen sales, brand management and...

  • Page 59
    ...non-employee director) im Sinne der von der U.S. Securities and Exchange Commission erlassenen Regel 16b-3 und der Regel 10C-1(b)(1) des U.S. Securities Exchange ... Einladung unter dem Titel „Corporate Governance und Verwaltungsratsangelegenheiten - Members of the Board of Directors" auf Seite 72 zu...

  • Page 60
    ... für das Geschäftsjahr 2014, bezahlt hat, sowie weitere Information über die KPMG LLP, die PricewaterhouseCoopers AG und die PricewaterhouseCoopers LLP entnehmen Sie bitte der englischen Version dieser Einladung unter dem Titel „ Independent Public Accountants" und „ Report of the Audit...

  • Page 61
    ... die Wahl von Frau Béatrice Ehlers als unabhängige Stimmrechtsvertreterin. vERwALTuNGSRATSANGELEGENHEITEN uNd ENTSCHädIGuNGSBERICHT Für weitere Information über Corporate Governance, unseren Verwaltungsrat und für den Entschädigungsbericht verweisen wir Sie auf die englische Version dieser...

  • Page 62
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  • Page 63
    ... your voting rights, information concerning Logitech's compensation of its Board members and executive officers and other relevant information. Whether or not you plan to attend the Annual General Meeting, your vote is important. Thank you for your continued support of Logitech. Guerrino De Luca...

  • Page 64
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  • Page 65
    LOGITECH INTERNATIONAL S.A. Invitation to the Annual General meeting Thursday, december 18, 2014 2:00 p.m. (registration starts at 1:30 p.m.) SwissTech Convention Center, EPFL - Lausanne, Switzerland ***** AGENdA A. Reports Report on Operations for the fiscal year ended March 31, 2014 B. Proposals ...

  • Page 66
    QuESTIONS ANd ANSwERS ABOuT THE LOGITECH 2014 ANNuAL GENERAL mEETING GENERAL INFORmATION FOR ALL SHAREHOLdERS why am I receiving this "Invitation and Proxy Statement"? This document is designed to comply with both Swiss corporate law and U.S. proxy statement rules. Outside of the U.S. and Canada ...

  • Page 67
    ... year 2014 filed with the U.S. Securities and Exchange Commission are available on our website at http://ir.logitech.com. Shareholders also may request free copies of these materials at our principal executive offices in Switzerland or the United States, at the addresses and phone numbers above...

  • Page 68
    ... sell your Logitech shares before the meeting and Logitech's Share Registrar is notified of the sale, your votes with those shares will not be counted. Any person who purchases shares after the Share Register closes on Thursday, December 11, 2014 will not be able to register them until the day after...

  • Page 69
    ...nominee organizations for that service company to provide a reconciliation of share positions of U.S. and Canadian "street name" beneficial owners between October 30, 2014 and December 2, 2014, which Logitech determined is the last practicable date before the meeting for such a reconciliation. These...

  • Page 70
    ... investor relations group at +1-510-713-4220 or write to Investor Relations, 7600 Gateway Boulevard, Newark, California 94560. They may also send an email to our investor relations group at [email protected]. Other shareholders who have multiple accounts in their names or who share an address...

  • Page 71
    ... Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new and amended proposals that could be formulated during the course of the meeting. If you are a beneficial owner of shares held in "street name" in...

  • Page 72
    ... Shareholder Proposals for 2014 annual General meeting Under our Articles of Incorporation, one or more registered shareholders who together represent shares representing at least the lesser of (i) one percent of our issued share capital or (ii) an aggregate par value of one million Swiss francs...

  • Page 73
    ... all registered shareholders on or before the date of this Invitation and Proxy Statement. The Annual Report also contains the report of Logitech's auditors, the report of the statutory auditors and additional information on the Company's business, organization and strategy, and information relating...

  • Page 74
    ..., the compensation of Logitech's named executive officers disclosed in Logitech's Compensation Report for fiscal year 2014. Explanation At Logitech's 2009 and 2010 Annual General Meetings, the Logitech Board of Directors voluntarily asked shareholders to approve Logitech's compensation philosophy...

  • Page 75
    ... earnings at the disposal of Logitech shareholders at the 2014 Annual General Meeting are the earnings of Logitech International S.A., the Logitech parent holding company. The proposal of the Board of Directors to distribute a gross dividend of CHF 0.2625 per share represents an increase of 25% over...

  • Page 76
    ... or give proxy to the Independent Representative. • • Also, the Minder Ordinance requires that the Articles of Incorporation of Swiss listed companies include, among other things, provisions regarding the approval of the compensation of the Board of Directors and Executive Officers, the main...

  • Page 77
    ... a view to being cancelled at the 2013 and/or 2014 and 2014 and/or 2015, respectively, Annual General Meetings of the Company. On August 9, 2013, the Company's original share repurchase program, including its "second trading line" that permitted the Company to comply with its obligations under the...

  • Page 78
    ... and Executive Officers from liability for activities during fiscal year 2014. Proposal 7 Elections to the Board of directors Our Board of Directors is presently composed of nine members. Until 2012, each director was elected for a term of three years. At the Company's 2012 Annual General Meeting...

  • Page 79
    ... of Directors proposes that the Company's President and Chief Executive Officer, Mr. Bracken P. Darrell, be re-elected to the Board for a one-year term ending at the closing of the 2015 Annual General Meeting. For biographical information and qualifications of Mr. Darrell, please refer to "Corporate...

  • Page 80
    ...brand company, from 1977 to 2014. At P&G, he served as Vice Chairman and Advisor to the Chairman & Chief Executive Officer at P&G from July 2013 to January 2014, Vice Chairman of Global Business Units from May 2011 to July 2013, Vice Chairman of Global Household Care Group from July 2007 to May 2011...

  • Page 81
    ... elected to the Compensation Committee for a one-year term ending at the closing of the 2015 Annual General Meeting. For biographical information and qualifications of Mr. Bousquette, please refer to "Corporate Governance and Board of Directors Matters - Members of the Board of Directors" on page 69...

  • Page 82
    ... be elected to the Compensation Committee for a one-year term ending at the closing of the 2015 Annual General Meeting. For biographical information and qualifications of Ms. Ribar, please refer to "Corporate Governance and Board of Directors Matters - Members of the Board of Directors" on page 72...

  • Page 83
    ... 1, 2014, Swiss law requires that the independent representative of the shareholders (Independent Representative) be elected on the occasion of each Annual General Meeting for a one-year term ending at the closing of the following Annual General Meeting. Proposal The Board of Directors proposes...

  • Page 84
    ..., Bracken Darrell and Guerrino De Luca, qualifies as independent in accordance with the published listing requirements of the Nasdaq Stock Market and Swiss corporate governance best practices guidelines. The Company's independent directors and director nominees include Matthew Bousquette, Kee-Lock...

  • Page 85
    ..., and also as the former Chief Executive Officer of publicly-traded companies in Asia. He brings to the Board senior leadership, and financial and global expertise. As a director of public companies in Asia, and of private companies, he also provides cross-board experience. Mr. Chua currently serves...

  • Page 86
    ... Bracken P. Darrell joined Logitech as President in April 2012 and became Chief Executive Officer in January 2013. Prior to joining Logitech, Mr. Darrell served as President of Whirlpool EMEA and Executive Vice President of Whirlpool Corporation, a home appliance manufacturer and marketing company...

  • Page 87
    ... International S.A. Italian and U.S. national Guerrino De Luca has served as Chairman of the Logitech Board of Directors since January 2008. Mr. De Luca served as Logitech's Chief Executive Officer from April 2012 to January 2013 and as acting President and Chief Executive Officer from July 2011...

  • Page 88
    ..., and was employed by the BASF Group, a German chemical products company. She also serves on the Boards of the Lufthansa Group, an aviation group with global operations, Rexel SA, a French distributor of electrical supplies to professional users, SIKA AG, a SIX Swiss Exchange-listed supplier of...

  • Page 89
    ...item on the agenda of a meeting, regardless of the number of shares they hold. For information on how beneficial shareholders may become registered shareholders, see "Questions and Answers about the Logitech 2014 Annual General Meeting - If I am not a registered shareholder, can I attend and vote at...

  • Page 90
    ... Company's 2012 Annual General Meeting, shareholders approved a change such that each director, starting with the directors elected at the 2012 Annual General Meeting, will be subject to a term of one year. Each director is being presented for re-election to the Board of Directors at the 2014 Annual...

  • Page 91
    ...Bracken Darrell(2) ...Sally Davis(1) ...Guerrino De Luca(2) ...Didier Hirsch(1) ...Neil Hunt(1) ...Monika Ribar(1) ...(1) (2) Non-executive member of the Board of Directors. Executive member of the Board of Directors. 1988 2005 2000 2013 2007 1998 2012 2010 2004 Annual General Meeting 2014 Annual...

  • Page 92
    ... Officer reports to the Board of Directors on developments and important issues. The Chief Executive Officer also provides regular updates to the Board members regarding Logitech's business between the dates of regular Board meetings. The offices of Chairman and Chief Executive Officer are generally...

  • Page 93
    ... programs. The Audit Committee oversees issues related to internal control over financial reporting and Logitech's risk tolerance in cash-management investments. The Board's role in oversight does not have a direct impact on the Board's leadership structure, which is discussed above. Board meetings...

  • Page 94
    ... composed entirely of directors that are independent in accordance with the published listing requirements of the Nasdaq Stock Market and Swiss corporate governance best practices guidelines. At each quarterly Board meeting, each applicable Board Committee reports to the full Board on the substance...

  • Page 95
    ... and Board Committee meetings during fiscal year 2014 is as follows: Board of directors Audit Committee Compensation Committee Nominating Committee Committee for Board Compensation # of meetings held ...Daniel Borel...Matthew Bousquette ...Erh-Hsun Chang(1) ...Kee-Lock Chua(2) ...Bracken P. Darrell...

  • Page 96
    ... September 5, 2013. The Board of Directors has determined that each member of the Committee meets the independence requirements of the Nasdaq Stock Market listing standards. The Compensation Committee met four times in fiscal year 2014. At the Committee's invitation, the Company's Vice President of...

  • Page 97
    ... at the following address: Logitech International S.A. Attn: Corporate Secretary EPFL - Quartier de l'Innovation Daniel Borel Innovation Center 1015 Lausanne, Switzerland All such shareholder communications will be forwarded to the appropriate member or members of the Board of Directors or, if none...

  • Page 98
    ... Company under applicable Swiss laws, to own beneficially more than 5% of our outstanding shares as of September 30, 2014; each director and each nominee for director; the persons named in the Summary Compensation Table in the Compensation Report (the "named executive officers"); and all directors...

  • Page 99
    ...officers who report directly to the Chief Executive Officer or President are subject to share ownership guidelines. Directors are required to own Logitech shares with a market value equal to 3 times the annual Board retainer under guidelines adopted by the Board in June 2006 and revised in June 2013...

  • Page 100
    ...Chief Executive Officer and Chief Financial Officer, to hold a number of Logitech shares with a market value equal to 2 times their respective annual base salaries; and remaining officers who report directly to the Chief Executive Officer to hold a number of Logitech shares with a market value equal...

  • Page 101
    ... shareholders as Logitech's auditors at the Annual General Meeting in September 2013. For purposes of U.S. securities law reporting, PricewaterhouseCoopers LLP, San Jose, California (referred to as "PwC LLP"), served as the Company's independent registered public accounting firm for fiscal year 2014...

  • Page 102
    .... On September 2, 2014 (U.S. time), the Company announced that the Audit Committee concluded that the consolidated financial statements for the years ended March 31, 2011 and 2012 included in Logitech's Annual Reports on Form 10-K for the fiscal years ended March 31, 2013, 2012 and 2011 and for the...

  • Page 103
    ... Form 8-K filed by the Company on November 13, 2014. PwC furnished Logitech with a letter addressed to the Securities and Exchange Commission stating their agreement with such disclosure. A copy of the letter was filed as Exhibit 16.1 to such Current Report on Form 8-K. Information about KPmG LLP On...

  • Page 104
    ... and financial reporting matters in the fiscal year ended March 31, 2014. Audit-related fees. This category represents consultation on issues such as acquisition accounting, due diligence services in connection with acquisitions, review and testing of the impact of new accounting pronouncements, and...

  • Page 105
    ... recommended to the Board of Directors that the audited consolidated financial statements be included in Logitech's Annual Report on Form 10-K for the fiscal year ended March 31, 2014. Submitted by the Audit Committee of the Board Didier Hirsch, Chairperson Matthew Bousquette Kee-Lock Chua Sally...

  • Page 106
    SECTION 16(a) BENEFICIAL OwNERSHIP REPORTING COmPLIANCE Section 16 of the Exchange Act requires Logitech's directors, executive officers and any persons who own more than 10% of Logitech's shares, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are...

  • Page 107
    ... REPORT 2014 INTROduCTION This Compensation Report contains information on Logitech compensation philosophy and practices, the background for decisions, and the results of decisions with respect to Logitech's named executive officers and its Board members. This Compensation Report has been designed...

  • Page 108
    ... of executive officers' potential compensation is designed to be performance-based, using a variety of performance measures, including measuring Logitech's performance against Board-established fiscal and other targets for annual incentive cash bonuses, and relative total shareholder return for...

  • Page 109
    ... will carefully consider the voting results. At our 2013 Annual General Meeting, shareholders demonstrated strong support for the compensation of our named executive officers, voting in favor of our advisory compensation resolutions. The Compensation Committee was mindful of this support for our pay...

  • Page 110
    ... year 2014 executive officer compensation proposals for base salary, bonus targets, and equity grant values were developed by Radford and presented to both the Compensation Committee and Logitech's management. Based on the analysis performed by Radford, Logitech's then-Vice President of Worldwide...

  • Page 111
    ... 2011, and are reviewed annually, in partnership with Radford Consulting, based on (i) involvement in the PC-based consumer electronics industry, or (ii) revenues approximately equal to Logitech's and a presence near Silicon Valley in the San Francisco Bay Area. Although Logitech is a Swiss company...

  • Page 112
    ...to Logitech's other employees. The charts below indicate the percentage of total compensation in fiscal year 2014 represented by base salary, performance-based cash compensation, and long-term equity incentive awards for our Chief Executive Officer, Bracken Darrell, and for all other named executive...

  • Page 113
    ... group companies. Mr. Sullivan received a 3.2% merit-based increase based on performance. Named Executive Officer 2014 Annual Base Salary ($) 2013 Annual Base Salary ($) Change 2013 to 2014 Guerrino De Luca ...Bracken P. Darrell ...Vincent Pilette(1) ...L. Joseph Sullivan...Named Executive Officer...

  • Page 114
    ...related to acquisitions and divestitures. Business Group/Region Metrics Varies by the metric. For all named executive officers, the 2014 Bonus Plan goals were set equal to Logitech's annual business plan for fiscal year 2014 as approved by the Board of Directors in March 2013. All named executive...

  • Page 115
    ... ...Bracken P. Darrell ...Vincent Pilette(1) ...L. Joseph Sullivan(2) ... $575,000 862,500 512,000 385,950 2014 Annual Incentive Plan Bonus Earned (CHF) $ - - n/a - Named Executive Officer Marcel Stolk(3) ...(1) 521,208 67,500 The Compensation Committee did not pro-rate for time of service Mr...

  • Page 116
    ..., the number of shares in which the executive officer vests is pro-rated according to performance. The performance measure for the performance-based restricted stock units granted in fiscal year 2014 is the relative total shareholder return, or TSR, expressed as a percentile rank, of Logitech shares...

  • Page 117
    ... for his service as Logitech's acting Chief Executive Officer from July 2011 through January 2013 as noted below under Other Compensation. Grants to Mr. Darrell. On April 15, 2013, as part of the annual executive compensation review, Mr. Darrell received a PSU grant for 270,000 shares at target, and...

  • Page 118
    ...'s share price between the grant and vesting dates. Mr. De Luca received an RSU grant of 20,000 shares, as part of his fiscal year 2014 annual compensation as Chairman as well as an RSU grant of 250,000 shares in recognition for his service as Logitech's acting Chief Executive Officer from July 2011...

  • Page 119
    ... grant options retroactively. OTHER COmPENSATION ELEmENTS Other compensation On September 4, 2013, the Compensation Committee granted a cash bonus of $460,000 and an RSU grant of 250,000 shares to Mr. De Luca in recognition for his service as Logitech's acting Chief Executive Officer from July 2011...

  • Page 120
    ... retirement programs are based on the location of employing company, such as the Logitech Inc. 401(k) in the United States and the Logitech Employee Pension Fund in Switzerland. Health, welfare, and life insurance benefits. Opportunity for participation in the Logitech Employee Share Purchase Plans...

  • Page 121
    ... closing price per share on the Nasdaq Global Select Market over a 90 calendar day period meets or exceeds $14.00 (this grant is fully vested). FORmER OFFICERS FOR FISCAL yEAR 2014 Erik K. Bardman, Former Senior vice President, Finance and Chief Financial Officer Mr. Bardman resigned his employment...

  • Page 122
    ...paid to the officer. In addition, under the policy Logitech may recover gains realized on the exercise of stock options or on the sale of vested shares by an executive officer or the principal accounting officer if, within three years after the date of the gains or sales, Logitech discloses the need...

  • Page 123
    ... made under the 2006 Stock Incentive Plan. Management Performance Bonus Plan. Employee Performance Bonus Plan. Sales Commission Plans. Change of Control Severance Agreements in place with executive officers. As in past years, based on the March 2014 review, the Compensation Committee has concluded...

  • Page 124
    ... in Logitech's 2014 Invitation and Proxy Statement and Annual Report. Compensation Committee Matthew Bousquette, Chairman K ee-LocK chua (1) saLLy Davis neiL hunt MoniKa r iBar (1) Kee-Lock Chua was a member of the Compensation Committee though the Annual General Meeting in September 2013. 108

  • Page 125
    ... do not represent the actual economic value realized by the named executive officer. Under SEC rules, the values reported in the "Stock Awards" and "Option Awards" columns reflect the aggregate grant date fair value of grants of stock options and stock awards to each of the listed officers in the...

  • Page 126
    .... De Luca received a bonus of $460,000 in September 2013 in recognition for his service as Logitech's acting Chief Executive Officer from July 2011 through January 2013. Mr. Darrell joined the Company as President on April 9, 2012 and was appointed as Chief Executive Officer of the Company effective...

  • Page 127
    ... received $57,694 as payment for the value of his accrued but unused Personal Time Off Leave balance. In the case of Mr. Darrell, for fiscal year 2013, this represents a lump sum payment of $15,000, net of taxes, to be applied towards attorney's fees associated with review of his offer of employment...

  • Page 128
    .... For PSUs, that number is calculated by multiplying the value determined using the Monte Carlo method by the target number of units awarded. For RSUs, that number is equal to the closing price of Logitech shares on the grant date multiplied by the number of shares granted. The key assumptions...

  • Page 129
    ... 31, 2014) and the option exercise price, and multiplying it by the number of outstanding options. Market value for stock awards (RSUs and PSUs) is determined by multiplying the number of shares by the closing price of Logitech shares on the Nasdaq Global Select Market on the last trading day of the...

  • Page 130
    Outstanding Equity Awards at Fiscal 2014 year-End Option Awards Stock Awards Equity Equity Incentive Incentive Plan Awards: market Plan Awards: market or value of Number of Payout value Number of Number of Shares or unearned of unearned Securities Shares or units of Shares, units Shares, units ...

  • Page 131
    ... value Number of Number of Shares or unearned of unearned Securities Shares or units of Shares, units Shares, units underlying Option Option market units of Stock or Other or Other unexercised Exercise Expiration value of Stock That That Have Rights That Rights That Options (#) Price ($) / date...

  • Page 132
    ... benefit offered to all eligible Swiss employees. No other executive officers are beneficiaries under any pension plan benefits maintained by Logitech. Number of years of Credited Service (#) Present value of Accumulated Benefit ($) Name Plan Name Guerrino De Luca ...Bracken P. Darrell ...Vincent...

  • Page 133
    .... In fiscal year 2014, Mr. De Luca was awarded an RSU grant of 250,000 shares in recognition of his service as Logitech's acting Chief Executive Officer from July 2011 through January 2013. Given that the award was based on past service, if Mr. De Luca's service with the Company terminates by reason...

  • Page 134
    ... by any person of securities of Logitech representing 50% or more of the total voting power of Logitech's outstanding shares. The change of control agreement with Mr. De Luca is the same as for the other executive officers, except that only those stock options granted by the Company to him before...

  • Page 135
    ... date of the change of control. Bracken darrell Offer Letter We entered into an offer letter with Bracken Darrell dated March 13, 2012. Under his offer letter, in the event he is terminated without "cause" or resigns (within 30 days after Logitech fails to remedy the condition reported to be good...

  • Page 136
    ...if, by January 31, 2013, he is not reporting directly to the Logitech International Board of Directors as Chief Executive Officer. Mr. Darrell became Chief Executive Officer, reporting directly to the Board, on January 1, 2013. If any amounts become payable to Mr. Darrell under his change of control...

  • Page 137
    ... value of accelerated equity in the tables below was the closing price of Logitech's shares on the Nasdaq Global Select Market on March 31, 2014, the last business day of the fiscal year, of $14.89. For those unvested options held by Mr. De Luca that have exercise prices denominated in Swiss Francs...

  • Page 138
    ...services ($15,000 for Mr. Pilette). Represents, as of March 31, 2014, the aggregate intrinsic value (market value less exercise price) of unvested options and the aggregate market value of shares underlying all unvested RSUs PSUs, in each case held by the named executive officer as of March 31, 2014...

  • Page 139
    ...to Logitech. For fiscal year 2014, cash compensation of non-employee directors consists solely of annual retainers based on Board and committee service and payment for travel days in connection with Board meetings. Non-employee directors also receive an annual RSU grant based on a fixed market value...

  • Page 140
    .... Information regarding compensation paid to and the option and stock awards held by Guerrino De Luca and Bracken Darrell, the members of the Board of Directors that are Logitech executive officers as of fiscal year-end 2014, are presented in the Summary Compensation Table and the Outstanding Equity...

  • Page 141
    ... options is based on a Swiss Franc to U.S. Dollar exchange rate on March 31, 2014 of 1 to 1.13. Outstanding Equity Awards for Non-Employee directors at Fiscal 2014 year-End Option Awards Stock Awards Number of Number of Number of Shares or Securities Securities Option market units of market value...

  • Page 142
    ...2012 Stock Inducement Equity Plan. As of March 31, 2014, no shares were available for issuance under this plan. 2006 Stock Incentive Plan The Logitech International S.A. 2006 Stock Incentive Plan provides for the grant to eligible employees and non-employee members of the Board of Directors of stock...

  • Page 143
    ...the 1996 Stock Plan, Logitech granted options for shares. Options issued under the 1996 Stock Plan generally vest over four years and remain outstanding for periods not to exceed ten years. Options were granted at exercise prices of at least 100% of the fair market value of the shares on the date of...

  • Page 144
    ... Current text Proposed Text Explanation Articles 1 to 5 Article 6 The Company shall maintain a share register which lists the names of the owners and beneficiaries of the shares as well as their domiciles. Only those persons entered in the share register as owners shall be deemed to be shareholders...

  • Page 145
    ...be received by the Board of Directors at least sixty (60) days before the date proposed for the general meeting of shareholders. Articles 9 to 10 Article 11 Any shareholder may appoint a representative who need not be a shareholder, provided that person holds a written proxy. Members of the Board of...

  • Page 146
    ... Compensation by Listed Companies ("ECLCO"), commonly referred to as the "Minder Ordinance", which entered into effect on January 1, 2014, only the independent proxy appointed by shareholders can act in a capacity as an institutional representative of shareholders at general meeting. The Company...

  • Page 147
    ... re-eligible. The Board of Directors of the Company shall be composed of at least three members appointed elected individually by the general meeting of shareholders General Meeting. for a term of one year office expiring after completion of the subsequent Annual General meeting and who shall be...

  • Page 148
    ... shareholders. The Board of Directors may, in compliance with the organizational regulations, entrust the management and the representation of the Company to one or more of its members (delegates) or to third parties (managers) other natural persons who need not be shareholders (the "management Team...

  • Page 149
    ... the Company's compensation strategy, guidelines and the performance targets, as well as in preparing the proposals to the General meeting regarding the compensation of the Board of directors and of the management Team. It may submit proposals to the Board of directors in other compensation-related...

  • Page 150
    Current text Proposed Text Explanation Article 18 [New Section] [Unchanged] C. mANAGEmENT TEAm Article 18 bis [No corresponding provision] The Company or companies controlled by it may enter into agreements relating to the compensation of the members of the management Team (the "employment ...

  • Page 151
    ... two (2) may be in listed companies. In addition, members of the management Team may assume up to five (5) non-remunerated mandates in the governing bodies of charitable or similar organizations. Any such mandate shall require the approval of the Board of directors. This restriction does not include...

  • Page 152
    ... which shall reflect the functions and responsibilities assumed. The value of shares or share equivalents shall be calculated at market value. members of the Board of directors who have delegated management responsibilities shall be compensated in the manner contemplated in Article 19 ter below. The...

  • Page 153
    ... of the management Team for their individual contribution to the Company and their expected day-to-day services. The performance-based cash compensation shall take appropriate account of the achievement of the Company's, individual employees' or other performance goals. The target level of the...

  • Page 154
    ... account strategic or other objectives of the Company or by reference to the duration of the relevant employee's service to the Company or companies controlled by it. The Board of directors or, to the extent delegated to it, the Compensation Committee,shall determine performance metrics and target...

  • Page 155
    ..., for the period up to the next Annual General meeting; and b) the management Team, for the next business year. ECLCO requires that the aggregate compensation paid to the members of the Board of Directors and the aggregate compensation paid to Executive Officers be subject each year to a binding...

  • Page 156
    ... compensation components for other time periods and/or propose the payment of additional amounts for special or extraordinary services of some or all of the members of the Board of directors or of the management Team. If the General meeting rejects a proposal submitted by the Board of directors...

  • Page 157
    ...of the General meeting. ECLCO declares any loan, credit or retirement benefit in favor of members of the Board of Directors or Management Team illegal unless they are contemplated in the company's Articles of Incorporation. Under ECLCO, payment of compensation to members of the Board of Directors or...

  • Page 158
    ...text Proposed Text Explanation TITLE Iv BuSINESS yEAR, ANNuAL ACCOuNTS ANd ALLOCATION OF PROFITS Articles 20 to 22 TITLE v LIQuIdATION Article 23 TITLE vI PuBLIC NOTICES - COmmuNICATIONS Article 24 TITLE vII CONdITIONAL CAPITAL... 2008, September 8, 2010 and September 5, 2012. [Unchanged] [Unchanged...

  • Page 159
    mANAGEmENT'S dISCuSSION ANd ANALySIS OF FINANCIAL CONdITION ANd RESuLTS OF OPERATIONS 143 ANNUAl REPORT

  • Page 160
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  • Page 161
    ... on the lists in prior periods and were not addressed in a timely manner before we corrected them in our revised Form 10-K/A filed on August 7, 2013. Certain former finance employees signed the May 30, 2013 management representation letter to our independent registered public accounting firm without...

  • Page 162
    ... Internet communications products include webcams, conference cams and headsets. Our digital music products include wireless speakers, earphones, and custom in-ear monitors. Our gaming products include mice, keyboards, headsets and gaming controllers. For home entertainment and home control systems...

  • Page 163
    ... sales growth. We are committed to identifying and meeting current and future consumer trends with new and improved product technologies, partnering with others where our strengths are complementary, as well as leveraging the value of the Logitech and Lifesize brands from a competitive, channel...

  • Page 164
    ... Our Business Our sales of PC peripherals for use by consumers in Americas and Europe have historically made up the large majority of our revenues. In the last several years, the PC market has changed dramatically and there continues to be significant weakness in the global market for new PCs. This...

  • Page 165
    ... speaker solutions to satisfy consumers' needs for music consumption, in the digital music speaker space. We continue to invest in the UE brand and introduce innovative new products in this category such as UE BOOM, a wireless speaker with 360-degree stereo sound. OEM Business. Sales of our OEM mice...

  • Page 166
    ... for product returns, cooperative marketing arrangements, customer incentive programs and pricing programs. An allowance against accounts receivable is recorded for accruals and program activity related to our direct customers and those indirect customers who receive payments for program activity...

  • Page 167
    ... expected future returns. Cooperative Marketing Arrangements. We enter into customer marketing programs with many of our distribution and retail customers, and with certain indirect partners, allowing customers to receive a credit equal to a set percentage of their purchases of our products, or...

  • Page 168
    ... fair value of time-based RSUs is calculated based on the closing market price on the date of grant. Our estimates of share-based compensation expense require a number of complex and subjective assumptions including our stock price volatility, employee exercise patterns, future forfeitures, dividend...

  • Page 169
    ...companyspecific factors, including, but not limited to, stock price volatility, market capitalization relative to net book value, and projected revenue, market growth and operating results. Determining the number of reporting units and the fair value of a reporting unit requires us to make judgments...

  • Page 170
    ... to current cash flow assumptions could cause the fair value of the reporting units to be significantly different in future periods. Product Warranty accrual We provide for the estimated cost of product warranties at the time the related revenue is recognized based on historical and projected...

  • Page 171
    ...in Americas and Asia Pacific and decreased in EMEA during fiscal year 2014, compared to fiscal year 2013. The increase in retail sales is primarily due to triple-digit growth in Mobile Speakers, double-digit growth in Tablets & Other Accessories and PC Gaming, offset in part by a decline in Audio-PC...

  • Page 172
    ... in major countries such as Germany, France, Switzerland, Spain, and the Netherlands. asia Pacific During fiscal year 2014, retail sales in Asia Pacific increased 2%, compared to fiscal year 2013. Retail sales increased in PC Gaming, Tablet & Other Accessories, Mobile Speakers and Remotes, partially...

  • Page 173
    ... new gaming products, including mice, keyboards and headsets. New products made up 23% of total PC Gaming revenue for fiscal year 2014. Our top revenue-generating PC Gaming products included the Logitech G27 Racing Wheel, the Logitech G930 Wireless Gaming Headset, the G500s Laser Gaming Mouse, the...

  • Page 174
    ... in our wireless speakers for smartphones and tablets was driven by a strong demand primarily for the UE BOOM. Our top revenue-generating wireless speaker products during fiscal year 2014 included the UE BOOM and the UE Mini BOOM. During fiscal year 2013, retail sales of Mobile Speakers increased 52...

  • Page 175
    ... global PC market, we managed to achieve a modest retail sales increase due to continued development of new, innovative products led by the Logitech Wireless Touch Keyboard K400, and from other products, including the Logitech Washable Keyboard K310, Logitech Wireless Combo MK240, Logitech Bluetooth...

  • Page 176
    ... category include TV camera, Digital Video Security, TV and home speakers, Google TV products, and Keyboard/Desktop accessories. During fiscal year 2014, retail sales of this category decreased 57% and units sold decreased 64%, compared to fiscal year 2013. During fiscal year 2013, retail sales of...

  • Page 177
    ...to revalue our inventory of several headphones and a large form-factor wireless speaker included in our mobile speakers retail product category, pricing actions related to the simplification of our product portfolio in Americas and EMEA regions, costs related to product development efforts that were...

  • Page 178
    ... fiscal year 2013. marketing and Selling Marketing and selling expense consists of personnel and related overhead costs, corporate and product marketing, promotions, advertising, trade shows, customer and technical support and facilities costs. During fiscal year 2014, marketing and selling expenses...

  • Page 179
    ... assets of $216.7 million primarily related to the Lifesize business in fiscal year 2013. While performing our annual goodwill impairment analysis of each of our reporting units as of December 31, 2012, we determined that our video conferencing reporting unit's estimated fair value was less than its...

  • Page 180
    ... and expense for fiscal years 2014, 2013 and 2012 were as follows (in thousands): years Ended march 31, 2014 2013 2012 Investment income related to deferred compensation plan ...Gain on sale of securities ...Impairment of investments ...Foreign currency exchange gain, net ...Other ... $1,487 - (624...

  • Page 181
    ... charges in fiscal years 2014 and 2013, respectively, resulted from the write-down of an investment in a privately-held company. During fiscal year 2013, we sold the remaining two of our available-for-sale securities with a total carrying value of $0.4 million and a total par value of $15.2 million...

  • Page 182
    ... the $36.1 million cash dividends, partially offset by $16.9 million in proceeds received from the sale of shares upon exercise of options and purchase rights. During fiscal year 2013, we generated $122.4 million of cash flow from operating activities. Our main sources of operating cash flows were...

  • Page 183
    ...table presents selected financial information and statistics for fiscal years 2014, 2013 and 2012 (dollars in thousands): march 31, 2013 As Revised 2014 2012 As Restated Accounts receivable, net ...Inventories ...Working capital...Days sales in accounts receivable ("DSO")(1) ...Inventory turnover...

  • Page 184
    ... in cash collections. Typical payment terms require customers to pay for product sales generally within 30 to 60 days. However, terms may vary by customer type, by country and by selling season. Extended payment terms are sometimes offered to a limited number of customers during the quarters ended...

  • Page 185
    ...to support investment in product innovations and growth opportunities, or to acquire or invest in complementary businesses, products, services, and technologies. In March 2014, our Board of Directors approved a new share buyback program, which authorizes us to invest up to $250.0 million to purchase...

  • Page 186
    ... On November 12, 2014, the Board approved, subject to approval by our shareholders and other Swiss statutory requirements, a dividend of CHF 0.2625 per share. We plan to issue an annual dividend on a recurring basis. If we do not generate sufficient operating cash flows to support our operations and...

  • Page 187
    ...of operations. Obligation for management Deferred Compensation At March 31, 2014, we had $16.6 million in liabilities related to a deferred compensation plan offered by one of our subsidiaries. See Note 5, Employee Benefit Plans, for more information. Pension and Post-employment Obligations At March...

  • Page 188
    ... Logitech International S.A., the parent holding company, has issued several parent guarantees on behalf of its subsidiaries. The maximum potential future payment under the guarantee arrangements is limited to $80.0 million. As of March 31, 2014, there were no purchase obligations outstanding...

  • Page 189
    ...30, 2011 and 2010. Growth in retail sales of the Asia Pacific region and the LifeSize division sales were offset by essentially flat retail sales in Americas region and declines in the EMEA region retail sales and OEM sales. Approximately 32% and 39% of the Company's total net sales were denominated...

  • Page 190
    ... our Americas region customers placed a sizable order for remotes in the three months ended March 31, 2011, to support a promotion campaign, which negatively impacted sales in the three months ended June 30, 2011. The digital home category also includes Logitech Revue and related peripherals, which...

  • Page 191
    ...and desktops, and keyboards and keyboard cases for tablets. Audio includes speakers and headset products for the PC, the home, the tablet and other mobile entertainment platforms, and wireless music systems. Our video product family is comprised of PC webcams and Alert video security systems. Gaming...

  • Page 192
    ...of execution issues in EMEA-specific pricing and channel management programs. The sales decrease in Americas region was attributable to higher sales in the three months ended June 30, 2010 from the successful launch of several new remotes, and a sizable order from one customer to support a promotion...

  • Page 193
    ...and Asia Pacific region, and additional trade show and public relations initiatives for our LifeSize products. Stock compensation costs also increased, due to the use of RSUs (restricted stock units) instead of stock options. RSUs are less dilutive to shareholders because in general a smaller number...

  • Page 194
    ... June 30, 2011 and 2010, there would have been no change in constant dollar research and development expense. General and administrative General and administrative expense consists primarily of personnel and related overhead and facilities costs for the finance, information systems, executive, human...

  • Page 195
    ...ended June 30, 2011 represents earnings and realized and unrealized gains on trading investments related to a deferred compensation plan offered by one of our subsidiaries. Investment income for the three months ended June 30, 2010 represents changes in the cash surrender value of Company-owned life...

  • Page 196
    ... outstanding. These letters of credit relate primarily to equipment purchases by a subsidiary in China, and expire between July and December 2011. The Company has financed its operating and capital requirements primarily through cash flow from operations and, to a lesser extent, from capital markets...

  • Page 197
    ...months ended June 30, 2010. Typical payment terms require customers to pay for product sales generally within 30 to 60 days. However, terms may vary by customer type, by country and by selling season. Extended payment terms are sometimes offered to a limited number of customers during the second and...

  • Page 198
    ... in the three months ended June 30, 2010. The purchases and sales of trading investments in the three months ended June 30, 2011 represent mutual fund activity directed by participants in a deferred compensation plan offered by one of the Company's subsidiaries. The mutual funds are held by...

  • Page 199
    AddITIONAL FINANCIAL dISCLOSuRES 183 ANNUAl REPORT

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  • Page 201
    ... requests to Logitech for specific products, features or enhancements. Sales and Distribution We sell our peripherals products to a network of distributors, retailers and OEMs. We support these channels with third-party distribution centers located in North America, Europe and Asia Pacific. Some of...

  • Page 202
    ... we maintain sales offices or sales representatives in approximately 43 countries. mARKET FOR REGISTRANT'S COmmON EQuITy, RELATEd STOCKHOLdER mATTERS ANd ISSuER PuRCHASES OF EQuITy SECuRITIES Logitech's shares are listed and traded on both the SIX Swiss Exchange, where the share price is denominated...

  • Page 203
    ... information for the Company's shares traded on the SIX Swiss Exchange, as reported by the SIX Swiss Exchange. The U.S. dollar equivalent is based on the noon buying rate on the trading day of the month in which the high or low closing sales price occurred. The noon buying rate is the rate in New...

  • Page 204
    ...Logitech shares at the time such dividend becomes due. Share Repurchases The following table presents certain information related to purchases made by Logitech of its equity securities under its publicly announced share buyback program (in thousands, except per share amounts): weighted Average Price...

  • Page 205
    ...calculates the annual return through March 31, 2014. The stock price performance on the following graph is not necessarily indicative of future stock price performance. Comparison of 5 year cumulative total return $300 $250 $200 $150 $100 $50 $2009 Logitech Logitech 2010 2011 2012 2013 2014 Nasdaq...

  • Page 206
    ... 31, 2014 2013 As Revised* 2012 As Restated* 2011 As Restated (See below) (in thousands, except for per share amounts) 2010 As Revised (See below) Consolidated statement of operations and cash flow data Net sales ...Cost of goods sold ...Gross profit ...Operating expenses: Marketing and selling...

  • Page 207
    ... march 31, 2011 As Reported Adjustments As Restated (In thousands except for per share data) year ended march 31, 2010 As Reported Adjustments As Revised (In thousands except for per share data) Consolidated statement of operations and cash flow data Net sales ...$ 2,366,765 $ - Cost of goods sold...

  • Page 208
    ... there was a material accounting misstatement for Logitech's now-discontinued Revue product in fiscal years 2012 and 2011. As a result, the Company recorded an adjustment to increase cost of goods sold, and to increase inventory valuation reserves and supplier liability for components related to the...

  • Page 209
    ... mARKET RISK market Risk Market risk represents the potential for loss due to adverse changes in the fair value of financial instruments. As a global concern, we face exposure to adverse movements in foreign currency exchange rates and interest rates. These exposures may change over time as business...

  • Page 210
    ... offsetting changes in the foreign currency exposure of forecasted inventory purchases, the Company immediately recognizes the gain or loss on the associated financial instrument in other income (expense), net. Such gains and losses were not material during fiscal years 2014, 2013 and 2012. Cash...

  • Page 211
    ... on the changes in fair value. Cash flows from these contracts are classified as operating activities in the consolidated statements of cash flows. As of March 31, 2014, the notional amounts of foreign exchange forward contracts outstanding relating to foreign currency receivables or payables were...

  • Page 212
    ...During the first and fourth quarters of fiscal year 2013, the Company announced restructuring plans intended align the organization to its strategic priorities of increasing focus on mobility products, improving profitability in PC-related product and enhancing global operational efficiencies. 196

  • Page 213
    ... in impairment charges related to the digital video security product line. Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings...

  • Page 214
    ...2013 As Reported Adjustments As Revised Net sales ...Cost of goods sold ...Gross profit ...Operating expenses: Marketing and selling ...Research and development...General......Net income...Net income per share: Basic ...Diluted ...Shares used to compute net income per share: Basic ...Diluted ... $ 627...

  • Page 215
    ... ended June 30, 2012 As Reported Adjustments As Revised Quarter ended September 30, 2012 As Reported Adjustments As Revised Net sales ...$468,604 Cost of goods sold ...323,258 Gross profit ...Operating expenses: Marketing and selling ...Research and development...General and administrative ...145...

  • Page 216
    ... ended december 31, 2012 As Reported Adjustments As Revised Quarter ended march 31, 2013 As Reported Adjustments As Revised Net sales ...$ 614,500 Cost of goods sold ...404,695 Gross profit ...Operating expenses: Marketing and selling ...Research and development ...General and administrative...209...

  • Page 217
    ... 7, 2013 as well as other immaterial correcting adjustments explained in Part II, Item 6, Selected Financial Data. Three months ended June 30, 2011 As Reported* Adjustments As Restated Net sales ...Cost of goods sold ... $480,441 354,834 $ Gross profit ...Operating expenses: Marketing and selling...

  • Page 218
    ... liabilities: Accounts payable ...Accrued and other current liabilities ...Total current liabilities ...Non-current liabilities ...Total liabilities ...Commitments and contingencies Shareholders' equity: Registered shares, CHF 0.25 par value: Issued and authorized shares-191,606 at June 30, 2011...

  • Page 219
    ...: Proceeds from sales of shares upon exercise of options and purchase rights...Tax withholdings related to net share settlements of restricted stock units ...Excess tax benefits from share-based compensation ...Net cash used in financing activities ...Effect of exchange rate changes on cash and...

  • Page 220
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  • Page 221
    REPORT ON CORPORATE GOvERNANCE 2014 205 ANNUAl REPORT

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  • Page 223
    ... to an open and responsible corporation. Our corporate governance practices reflect a continuing commitment to corporate accountability, sound judgment, and transparency to shareholders. As a company whose securities are listed on both the SIX Swiss Exchange and the Nasdaq Global Select Market, our...

  • Page 224
    ... of March 31, 2014 is equal to the number of shares issued, 173,106,620 shares. Information on the share ownership of the Company by directors, executive officers and greater than 5% shareholders as of September 30, 2014, based on the number of the Company's shares outstanding (which is equal to the...

  • Page 225
    ... share capital. For more information on Logitech's employee equity incentive plans please refer to Note 5 - Employee Benefit Plans - to our Consolidated Financial Statements included in our Annual Report. Although the Company has been authorized by its shareholders to use conditional capital to meet...

  • Page 226
    ... For information on Logitech's shareholders' equity as of March 31, 2014 and 2013, refer to the Swiss Statutory Balance Sheets on page 283 of our Annual Report, Invitation and Proxy Statement. During fiscal years 2014, 2013 and 2012, the Company had the following approved share buyback programs in...

  • Page 227
    ... from time to time on the open market, through block trades or otherwise. Purchases may be started or stopped at any time without prior notice depending on market conditions and other factors. In September 2008, the Company's Board of Directors approved the September 2008 share buyback program for...

  • Page 228
    ... information regarding the Board of Directors, Board Committees, and the allocation of responsibility between the Board of Directors and executive officers, please see our Annual Report, Invitation and Proxy Statement for the 2014 Annual General Meeting, under the heading "Corporate Governance...

  • Page 229
    ... Bracken P. Darrell joined Logitech as President in April 2012 and became Chief Executive Officer in January 2013. Prior to joining Logitech, Mr. Darrell served as President of Whirlpool EMEA and Executive Vice President of Whirlpool Corporation, a home appliance manufacturer and marketing company...

  • Page 230
    .... Prior to joining Logitech, Mr. Pilette served as Chief Financial Officer of Electronics for Imaging, Inc., a digital printing innovation and solutions company, from January 2011 through August 2013. From January 2009 through December 2010, he served as Vice President of Finance for the Enterprise...

  • Page 231
    ... for our 2014 Annual General Meeting, of which this Report is a part, for information on Logitech's compensation of its Board members and executive officers, and regarding how and why we make compensation decisions. In addition, for information required to be disclosed under Swiss law regarding...

  • Page 232
    ... Company's share register closes before a general meeting of shareholders on a date designated by the Board of Directors. Only those shareholders who are registered in the share register on the day the share register is closed have the right to vote at the meeting. 7. mandatory Offer and Change of...

  • Page 233
    ... to be acted upon at the Annual General Meeting of shareholders, a Compensation Report on executive officer and Board member compensation, and other disclosures required under applicable Swiss and U.S. laws. ANNUAl REPORT Logitech holds public conference calls after our quarterly earnings releases...

  • Page 234
    Our Investor Relations Web site is located at http://ir.logitech.com. We post and maintain an archive of our earnings and other press releases, current reports, annual and quarterly reports, earnings release schedule, information regarding annual general meetings, further information on corporate ...

  • Page 235
    ... Name of Subsidiary Jurisdiction of Incorporation Group Holding % Share Capital EuROPE Labtec Europe S.A...Logi Trading and Services Limited Liability Company ...Logitech U.K. Limited ...Logitech (Jersey) Limited ...Logitech Espana BCN SL...Logitech Europe S.A...SAS Logitech France ...Logitech...

  • Page 236
    ...) Name of Subsidiary Jurisdiction of Incorporation Group Holding % Share Capital ASIA PACIFIC LogiCool Co., Ltd...Logitech Electronic (India) Private Limited...Logitech Far East, Ltd...Logitech Hong Kong Limited...Logitech Korea Ltd...Logitech New Zealand Co., Ltd ...Logitech Service Asia Pacific...

  • Page 237
    ...) ...Consolidated Statements of Changes in Shareholders' Equity-Years Ended March 31, 2014, 2013 (revised) and 2012 (restated) ...Notes to Consolidated Financial Statements (restated) ...Unaudited Quarterly Financial Data (revised, except for the three months ended June 30, 2011 (restated) and three...

  • Page 238
    ... March 2014. Board of Directors' responsibility The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (US GAAP) and the requirements of Swiss...

  • Page 239
    ... valuation of finished goods, work in process and components inventory, including non-cancelable orders for such inventory, related to Company's now discontinued Revue product. • The Company did not design effective controls over the review of supporting information to determine the completeness...

  • Page 240
    LOGITECH INTERNATIONAL S.A. CONSOLIdATEd STATEmENTS OF OPERATIONS (In thousands, except per share amounts) years Ended march 31, 2014 2013 As Revised 2012 As Restated Net sales ...Cost of goods sold ...Gross profit ...Operating expenses: Marketing and selling ...Research and development ...General ...

  • Page 241
    LOGITECH INTERNATIONAL S.A. CONSOLIdATEd STATEmENTS OF COmPREHENSIvE INCOmE (LOSS) (In thousands) years Ended march 31, 2014 2013 As Revised 2012 As Restated Net income (loss) ...Other comprehensive income (loss): Foreign currency translation gain (loss): Foreign currency translation gain (loss) ...

  • Page 242
    LOGITECH INTERNATIONAL S.A. CONSOLIdATEd BALANCE SHEETS (In thousands, except per share amounts) march 31, 2014 2013 As Revised ASSETS Current assets: Cash and cash equivalents ...Accounts receivable, net ...Inventories ...Other current assets ...Assets held for sale...Total current assets...Non-...

  • Page 243
    ...from financing activities: Payment of cash dividends ...Purchases of treasury shares...Proceeds from sales of shares upon exercise of options and purchase rights ...Tax withholdings related to net share settlements of restricted stock units ...Excess tax benefits from share-based compensation ...Net...

  • Page 244
    ... Registered shares Shares Amount March 31, 2011 (As Reported) ...Adjustment to opening shareholders' equity, net of tax...March 31, 2011 (As Restated)...Total comprehensive income (loss) ...Purchase of treasury shares ...Tax effects from share-based awards...Sale of shares upon exercise of options...

  • Page 245
    ... a Swiss holding company with its registered office in Apples, Switzerland, which conducts its business through subsidiaries in Americas, Europe, Middle East, Africa ("EMEA") and Asia Pacific. Shares of Logitech International S.A. are listed on both the Nasdaq Global Select Market under the trading...

  • Page 246
    ... lists in prior periods and were not addressed in a timely manner before the Company corrected them in its revised Form 10-K/A filed on August 7, 2013. Certain former finance employees signed the May 30, 2013 management representation letter to the Company's independent registered public accounting...

  • Page 247
    ... $1.3 million in fiscal year 2013. Settlement Accrual-The Company determined that it incorrectly recorded a release of a legal settlement accrual of $1.3 million in fiscal year 2012 instead of correctly in fiscal year 2011 as the contingency was resolved before the Annual Report Form 10-K of fiscal...

  • Page 248
    LOGITECH INTERNATIONAL S.A. ...2013 and 2012 (in thousands): year ended march 31, 2013 As Reported Adjustments As Revised year ended march 31, 2012 As Reported Adjustments As Restated Net sales ...$ 2,099,883 Cost of goods sold ...1,389,726 Gross profit ...Operating expenses: Marketing and selling...

  • Page 249
    ... of correcting adjustments on the Company's previously-reported consolidated statements of comprehensive income (loss) for fiscal years 2013 and 2012 (in thousands): year ended march 31, 2013 As Reported Adjustments As Revised year ended march 31, 2012 As Reported Adjustments As Restated Net income...

  • Page 250
    ... payable ...Other non-current liabilities ...Total liabilities ...Commitments and contingencies Shareholders' equity: Registered shares, CHF 0.25 par value: Issued and authorized shares-173,106 at March 31, 2013 Conditionally authorized shares-50,000 at March 31, 2013 ...Additional paid-in capital...

  • Page 251
    ...from financing activities: Payment of cash dividends ...Purchases of treasury shares...Proceeds from sales of shares upon exercise of options and purchase rights ...Tax withholdings related to net share settlements of restricted stock units ...Excess tax benefits from share-based compensation ...Net...

  • Page 252
    ... Examples of significant estimates and assumptions made by management involve the fair value of goodwill, warranty liabilities, accruals for discretionary customer programs, sales return reserves, allowance for doubtful accounts, inventory valuation, uncertain tax positions, and valuation allowances...

  • Page 253
    ... residual value of the amounts allocated to software-related elements is recognized at the time of sale. Revenues from sales to distributors and authorized resellers are recognized upon shipment net of estimated product returns and expected payments for cooperative marketing arrangements, customer...

  • Page 254
    ... time, but are sufficiently predictable to allow the Company to estimate expected future product returns. The Company enters into cooperative marketing arrangements with many of its distribution and retail customers, and with certain indirect partners, allowing customers to receive a credit equal...

  • Page 255
    ... total accounts receivable at either March 31, 2014 or 2013. Typical payment terms require customers to pay for product sales generally within 30 to 60 days; however terms may vary by customer type, by country and by selling season. Extended payment terms are sometimes offered to a limited number of...

  • Page 256
    ... at cost, which approximates fair value. The marketable securities related to the deferred compensation plan are classified as non-current trading investments, as they are intended to fund the deferred compensation plan long-term liability. Trading activity is directed by plan participants and is...

  • Page 257
    ... factors, including, but not limited to, stock price volatility, market capitalization relative to net book value, and projected revenue, market growth and operating results. Determining the number of reporting units and the fair value of a reporting unit requires the Company to make judgments and...

  • Page 258
    ... cash equivalents, accounts receivable and accounts payable approximates fair value due to their short maturities. The Company's trading investments related to the deferred compensation plan are reported at fair value based on quoted market prices. net Income (Loss) per Share Basic net income...

  • Page 259
    ... cash taxes payable. In addition, the Company has elected to account for the direct benefits of share-based compensation on the research tax credit through continuing operations. Product Warranty accrual The Company estimates cost of product warranties at the time the related revenue is recognized...

  • Page 260
    LOGITECH INTERNATIONAL S.A. NOTES TO CONSOLIdATEd FINANCIAL STATEmENTS (Continued) Note 3 - Summary of Significant Accounting Policies (Continued) restructuring Charges The Company's restructuring charges consist of employee severance, one-time termination benefits and ongoing benefits related to ...

  • Page 261
    ... of options or stock appreciation rights. On October 25, 2012, the Company filed a registration statement to register the 7.3 million additional shares under the 2006 Plan. On September 4, 2013, at the 2013 Annual General Meeting of Shareholders, the Company's shareholders approved amendments...

  • Page 262
    ... employment, the passage of time or the satisfaction of performance vesting criteria. The 2006 Stock Plan has an expiration date of June 16, 2016. Stock options granted under the 2006 Plan generally vest over three years for non- executive Directors and over four years for employees. All stock...

  • Page 263
    ...as of March 31, 2014, 2013 and 2012 was $42.8 million, $60.5 million and $76.0 million, respectively. The fair value of employee stock options granted and shares purchased under the Company's employee purchase plans was estimated using the Black-Scholes-Merton option-pricing valuation model applying...

  • Page 264
    ... of the Company's time- and market-based RSU activity for fiscal years 2014, 2013 and 2012 is as follows (in thousands, except per share values; grant-date fair values are weighted averages): years Ended march 31, 2013 Fair Fair value Shares value 2014 Shares 2012 Shares Fair value Outstanding...

  • Page 265
    ... date fair values of outstanding RSUs ranged from $6 to $20 per RSU. In April 2012, Logitech's Board of Directors approved the 2012 Stock Inducement Equity Plan. Under this plan, Logitech's newly hired President, Bracken P. Darrell, who became President and Chief Executive Officer in January 2013...

  • Page 266
    ... benefit pension plans and the non-retirement post-employment benefit obligations for fiscal years 2014, 2013 and 2012 was as follows (in thousands): years Ended march 31, 2013 2012 As Revised As Restated 2014 Service costs ...Interest costs ...Expected return on plan assets ...Amortization of net...

  • Page 267
    ... and by levels within the fair value hierarchy as of March 31, 2014 and 2013 (in thousands): march 31, 2014 Level 1 Level 2 Level 3 Total Level 1 2013 As Revised Level 2 Level 3 Total 251 ANNUAl REPORT Cash ...Equity securities ...Debt securities ...Swiss real estate funds ...Hedge funds...

  • Page 268
    ...) Changes in accumulated other comprehensive loss related to the defined benefit pension plans were as follows (in thousands): years Ended march 31, 2013 2012 As Revised As Restated 2014 Accumulated other comprehensive loss, beginning of year ...Transition obligation recognized ...Prior service...

  • Page 269
    ...5,615 29,018 $54,819 ANNUAl REPORT The Company expects to contribute $5.3 million to its defined benefit pension plans during fiscal year 2015. Deferred Compensation Plan One of the Company's subsidiaries offers a deferred compensation plan that permits eligible employees to make 100% vested salary...

  • Page 270
    LOGITECH INTERNATIONAL S.A. NOTES TO CONSOLIdATEd FINANCIAL STATEmENTS (Continued) Note 5 - Employee Benefit Plans (Continued) The fair value of the deferred compensation plan's assets is included in other assets in the consolidated balance sheets. The marketable securities are classified as trading...

  • Page 271
    LOGITECH INTERNATIONAL S.A. NOTES TO CONSOLIdATEd FINANCIAL STATEmENTS (Continued) Note 7 - Income Taxes (Continued) by $64.5 million in 2012. The overstatement and understatement is due to the elimination of Swiss loss related to stock equity plans were erroneously presented as Non-Swiss in each ...

  • Page 272
    ... its fiscal year 2013 federal tax return in the United States. The Company had a valuation allowance of $2.6 million as of March 31, 2014 against deferred tax assets in the state of California of the United States. The remaining valuation allowance primarily represents $1.7 million for capital loss...

  • Page 273
    LOGITECH INTERNATIONAL S.A. NOTES TO CONSOLIdATEd FINANCIAL STATEmENTS (Continued) Note 7 - Income Taxes (Continued) Deferred tax assets relating to tax benefits of employee stock grants have been reduced to reflect settlement activity in fiscal years 2014 and 2013. Settlement activity of grants in ...

  • Page 274
    ...As of March 31, 2014, 2013 and 2012, the Company had $5.6 million, $6.6 million and $7.5 million of accrued interest and penalties related to uncertain tax positions, respectively. The Company files Swiss and foreign tax returns. For all these tax returns, the Company is generally not subject to tax...

  • Page 275
    ..., 2014 and 2013 (in thousands): march 31, 2014 2013 As Revised Accounts receivable: Accounts receivable ...Allowance for doubtful accounts...Allowance for sales returns ...Allowance for cooperative marketing arrangements ...Allowance for customer incentive programs...Allowance for pricing programs...

  • Page 276
    ... and liabilities of the Remotes product category and the digital video security product line were classified as held for sale as of March 31, 2013. During the fiscal year ended March 31, 2014, the Company updated its strategic direction and decided to retain its Remotes product category. As a result...

  • Page 277
    ... were accounted for at fair value, excluding assets related to the Company's defined benefit pension plans, classified by the level within the fair value hierarchy (in thousands): march 31, 2014 Level 1 Level 2 march 31, 2013 Level 1 Level 2 Cash equivalents: Cash equivalents ...Trading investments...

  • Page 278
    ... funds in which their compensation deferrals are invested within the confines of the Rabbi Trust which holds the marketable securities, the Company has designated these marketable securities as trading investments, although there is no intent to actively buy and sell securities within the objective...

  • Page 279
    LOGITECH INTERNATIONAL S.A. NOTES TO CONSOLIdATEd FINANCIAL STATEmENTS (Continued) Note 9 - Financial Instruments (Continued) The following table presents the fair values of the Company's derivative instruments and their locations on its consolidated balance sheets as of March 31, 2014 and 2013 (in ...

  • Page 280
    ... (expense), net based on the changes in fair value. The notional amounts of foreign exchange forward contracts outstanding as of March 31, 2014 and 2013 relating to foreign currency receivables or payables were $23.2 million and $14.2 million, respectively. Open forward contracts as of March 31...

  • Page 281
    ..., 2012, due to the combination of a changing industry landscape caused by a shift to less expensive cloud-based video conferencing solutions, an evolving Lifesize product line and challenges in execution. These factors resulted in the Company concluding that it was more likely than not that the fair...

  • Page 282
    ... expenses related to the fourth quarter of fiscal year 2013 and second quarter of fiscal year 2014 restructuring activities. The annual Step 1 assessment resulted in the Company determining that the video conferencing reporting unit passed Step 1 test because the estimated fair value exceeded...

  • Page 283
    ...,613 $ 341,357 Represents allocated goodwill related to the Company's Retail-Digital Video Security product line and Retail-Remotes product category which was classified as assets held for sale as of March 31, 2013. The allocated goodwill related to the Digital Video Security product line was fully...

  • Page 284
    ...for fiscal years 2014, 2013, and 2012. Product Warranties All of the Company's Peripherals products are covered by warranty to be free from defects in material and workmanship for periods ranging from one year to five years. At the time of sale, the Company accrues a warranty liability for estimated...

  • Page 285
    ... the product warranty contractual term. The Company also provides installation services to its customer under contractual arrangements. The Company recognizes these contracts over the life of the service period. Change in the Company's deferred services revenue during fiscal years 2014 and 2013 were...

  • Page 286
    ...(Continued) improvements. Although open purchase orders are considered enforceable and legally binding, the terms generally allow the Company the option to reschedule and adjust its requirements based on the business needs prior to delivery of goods or performance of services. Other Contingencies As...

  • Page 287
    ... in order to provide financing flexibility for future expansion, investments or acquisitions. Shares Outstanding In September 2012, the Company's shareholders approved the cancellation of the 18.5 million shares repurchased under the September 2008 amended share buyback program. These shares were...

  • Page 288
    ... from time to time on the open market, through block trades or otherwise. Purchases may be started or stopped at any time without prior notice depending on market conditions and other factors. In September 2008, the Company's Board of Directors approved the September 2008 share buyback program for...

  • Page 289
    ... digital platforms. The video conferencing segment encompasses the design, manufacturing and marketing of Lifesize video conferencing products, infrastructure and services for the enterprise, public sector and other business markets. The Company's reporting segments do not record revenue on sales...

  • Page 290
    ... (in thousands): years Ended march 31, 2012(1) 2013(1) As Revised 2014 Peripherals: PC Gaming...Tablet & Other Accessories ...Mobile Speakers...Growth: ...Pointing Devices ...PC Keyboards & Desktops ...Audio-PC &Wearables...Video ...Remotes ...Profit maximization: ...Other...Non-Strategic: ...OEm...

  • Page 291
    ...mobility products, improving profitability in PC-related products and enhancing global operational efficiencies. As part of this restructuring plan, the Company reduced its worldwide non-direct labor workforce. Restructuring charges under this plan primarily consisted of severance and other one-time...

  • Page 292
    ... the ESPPs. This one-time payment was accounted for as a repurchase of equity awards that reduced additional paid-in capital, resulting in no additional compensation cost. Given the unavailability of the Company's Registration Statements on Form S-8, no new ESPP offering periods were initiated since...

  • Page 293
    ... years 2014, 2013, and 2012. Compensation and Security Ownership of Board members and executive Officers In accordance with the Swiss Code of Obligations, the compensation and security ownership of members of the Board of Directors of Logitech International S.A. and of Logitech executive officers is...

  • Page 294
    ... made or outstanding at any time during fiscal years 2014, 2013 and 2012 to any current or former members of the Board of Directors or executive officers. In addition, no compensation was paid or loans made during fiscal years 2014, 2013 and 2012 to parties closely related to members of the Board of...

  • Page 295
    ... did not stand for re-election as a director at the Annual General Meeting in September 2013. Shares held as of August 15, 2014, the last date as of which the Company had information with respect to shares held by Mr. Chang. The exercise price of the option as granted to Ms. Sally Davis is CHF 34...

  • Page 296
    ... on the trading day immediately preceding the grant dates. The U.S. dollar exercise prices as of March 31, 2014 were $16.58 and $38.93. Mr. Erik Bardman resigned as an executive officer of the Company in April 2013. (7) risk assessment At a company-wide level, Logitech's internal audit function...

  • Page 297
    ... Balance Sheets (unconsolidated) ...Swiss Statutory Statements of Income (unconsolidated) ...Notes to Swiss Statutory Financial Statements ...Proposal of the Board of Directors for Appropriation of Retained Earnings ...Report of the Statutory Auditor ... 283 284 285 288 289 ANNUAl REPORT 281

  • Page 298
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  • Page 299
    LOGITECH INTERNATIONAL S.A., APPLES SwISS STATuTORy BALANCE SHEETS (unconsolidated) (In thousands of Swiss francs) march 31, 2014 2013 ASSETS Current assets: Cash ...Short-term bank deposits ...Accrued interest and other receivables ...Advances to and amounts receivable from group companies ......

  • Page 300
    LOGITECH INTERNATIONAL S.A., APPLES SwISS STATuTORy STATEmENTS OF INCOmE (unconsolidated) (In thousands of Swiss francs) year ended march 31, 2014 2013 Dividend income ...Royalty fees ...Interest income from third parties ...Interest income from subsidiaries ... CHF 70,063 21,408 258 9,847 101,576...

  • Page 301
    ... following: % of possession Company Country Currency Share capital Purpose Logitech Europe S.A... Switzerland 100 CHF Logitech Inc ... U.S.A 100 USD All subsidiaries are directly or indirectly 100% owned by the Holding Company. 285 ANNUAl REPORT Logitech Technology (Suzhou) Co., Ltd...

  • Page 302
    ... any time without prior notice depending on market conditions and other factors. In September 2008, the Board of Directors approved a share buyback program which authorizes the Holding Company to invest up to USD 250,000,000 to purchase its own shares. In November 2011, the Company received approval...

  • Page 303
    ... owners holding more than 3% of the voting rights of the Company as of March 31, 2014 were as follows: Number of Shares(1) % of voting Rights(2) Name Relevant date Daniel Borel(3) ...Morgan Stanley, The Corporation Trust Company(4) ...Marathon Asset Management LLP(5) ...Macquarie Group Limited...

  • Page 304
    ...) Note 9 - Compensation and Security Ownership of Board members and Executive Officers: In accordance with the Swiss Code of Obligations, the compensation and security ownership of members of the Board of Directors of Logitech International S.A. and of Logitech executive officers is presented in the...

  • Page 305
    ... 31 March 2014 comply with Swiss law and the company's articles of incorporation. PricewaterhouseCoopers SA, avenue C.-F. Ramuz 45, case postale, CH-1001 Lausanne, Switzerland Téléphone: +41 58 792 81 00, Téléfax: +41 58 792 81 10, www.pwc.ch PricewaterhouseCoopers SA is a member of the global...

  • Page 306
    ... confirm that an internal control system exists which has been designed for the preparation of financial statements according to the instructions of the Board of Directors. We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company's articles of...

  • Page 307

  • Page 308
    For more information about Logitech and its products, please visit our web site: www.logitech.com.